Administrative Provisions on Business Scope Registration for Enterprises

Order of State Administration for Industry and Commerce No. 76

August 27, 2015

The Administrative Provisions on Business Scope Registration for Enterprises is adopted by the Executive Meeting of the State Administration for Industry and Commerce and hereby promulgated, and shall be implemented with effect from October 1, 2015.

Director Zhang Mao

Administrative Provisions on Business Scope Registration for Enterprises

(Promulgated by the Order of State Administration for Industry and Commerce No.76 on August 27, 2015)

Article 1 These Provisions are formulated pursuant to the relevant laws and administrative regulations on enterprise registration for the purposes of standardizing administration of registration of business scope of enterprises, standardizing conduct of business activities of enterprises, and protecting the legitimate rights and interests of enterprises.

Article 2 These Regulations shall be applicable to enterprises registered within the territory of the People's Republic of China.

Article 3 The business scope is the scope of business activities undertaken by an enterprise and shall be registered with the enterprise registration authorities pursuant to the law.
An applicant shall file an application for the registration of its business scope by selecting one or several small, middle or big categories by reference to the Industrial Classification for National Economic Activities. In case of emerging industries or specific business projects which are not regulated in the Industrial Classification for National Economic Activities, the applicant may file the application by reference to policy documents, industrial practices or professional literature.
The business scope of enterprises must coincide with the business scope as stated in the Articles of Association or the partnership agreement. In case of changes to the business scope, the enterprise shall revise the Articles of Association or the partnership agreement and apply to the enterprise registration offices for registration of such changes.

Article 4 In case of business items in the business scope for which the enterprise files a registration application that require an approval before registration according to the laws, regulations, and decisions of the State Council (hereinafter referred to as "pre-licensed items"), the applicant shall report such pre-licensed items to the relevant authorities for approval before filing the registration application and then file an application for registration with the enterprise registration offices by presenting the proper documents and certificates of approval issued by the examination and approval authorities.
In case of business items in the business scope for which the enterprise files a registration application that require an approval after registration according to the laws, regulations, and decisions of the State Council (hereinafter referred to as "post-licensed items"), the applicant, after gaining the approval and registration of the enterprise registration offices according to law, shall report such post-licensed items to the relevant authorities for approval and then may engage in the business operations of such post-licensed items.

Article 5 The enterprise registration offices shall register the pre-licensed items in accordance with the documents and certificates of approval as issued by the examination and approval authorities. In the event that there is no statement of the pre-licensed items in the documents and certificates of approval, the enterprise registration offices shall make registration in accordance with the laws, administrative rules, or decisions of the State Council and the Industrial Classification for National Economic Activities.
In case of business items other than pre-licensed items, the enterprise registration offices shall make registration in accordance with the Articles of Association or the partnership agreement or application of the enterprises, and by reference to the Industrial Classification for National Economic Activities as well as relevant policy documents, industrial practices or professional literature. The enterprise registration offices shall add the phrase "(in case of business items which require approval according to law, the business operations may only be conducted if an approval has been gained from relevant authorities)" to the business scope.

Article 6 Where the business scope of an enterprise includes business projects which require licensing, the enterprise shall announce information including the name of the approval document or certificate, the examination and approval authorities, approval contents and validity period to the public through the enterprise creditworthiness information system within 20 working days from obtaining the approval document or certificate issued by the examination and approval authorities. Where the business scope in the enterprise's application at the time of establishment includes pre-licensed items, the enterprise shall make a public announcement within 20 working days from its date of establishment.
Where there is any change in the approval document or certificate issued by the examination and approval authorities, the enterprise shall announce the change to the public through the enterprise creditworthiness information system within 20 working days from approval for the change.

Article 7 The business scope of enterprises must include or reflect the features of the particular industry or type of business as stated in the enterprise name. In regard to enterprises engaging in cross-industry businesses, the type of industry must be the type of industry of the first item stated in the business scope.

Article 8 The enterprises must file an application for the registration of a change in the business scope with enterprise registration offices within 30 days after the resolution or decision to make such a change has been made. Partnership enterprises and individual-owned enterprises must file an application for the registration of a change in the business scope with the enterprise registration offices within 15 days after the decision to make such a change has been made.
If the change is related to the pre-licensed items or the documents and certificates of approval of the enterprises change, an application for the registration of a change in the business scope must be filed with the enterprise registration offices within 30 days after the approval by the examination and approval authorities by presenting the proper documents and certificates of approval.
If the change is related to the post-licensed items and the language of the business items as stated in the enterprises' documents and certificates of approval is inconsistent with the original registration statement or changes, an application for the registration of a change in the business scope may be filed with the enterprise registration offices by presenting the proper documents and certificates of approval.

Article 9 In regard to the registration applications for pre-licensed items as filed by new enterprises established during division or merger, those enterprises must file an application for registration with the enterprise registration offices by presenting the proper documents and certificates of approval issued by the examination and approval authorities. In regard to the registration applications for pre-licensed items as filed by enterprises which have survived a division or merger, the examination and approval procedures may be omitted in the event that those items have been approved by the examination and approval authorities before the registration for a change in the business scope.

Article 10 In regard to those enterprises that change their type of industry, they may not complete the examination and approval procedures again if the pre-licensed items have already been approved by the examination and approval authorities before those changes were made unless otherwise provided for in the laws or regulations or decisions of the State Council.

Article 11 In regard to those enterprises that change investors, they may not complete the examination and approval procedures again if the pre-licensed items have already been approved by the examination and approval authorities before the change was made unless otherwise provided for in the laws or regulations or decisions of the State Council.
In regard to those enterprises whose domestic investors have been changed into overseas investors or vice visa, they must file an application for registration with the enterprise registration offices again by presenting the proper documents and certificates of approval as issued by the examination and approval authorities.

Article 12 In regard to those branches that have no competency to bear civil liabilities independently (hereinafter referred to as "Branch"), their business scope must not exceed the business scope of the parent enterprise unless otherwise provided for in laws or regulations or decisions of the State Council.
If the Branch operates pre-licensed items which have not been included in the business scope of the parent enterprise, the parent enterprise shall file an application to extend its business scope by presenting the proper documents and certificates of approval for those pre-licensed items of the Branch, and shall add the phrase "(operated by the Branch)" to the new business scope under application.
If the Branch operates pre-licensed items which have been stated in the business scope of the parent enterprise, it must report those items to the examination and approval authorities for approval unless otherwise provided for in laws or regulations or decisions of the State Council.

Article 13 Where the business scope in an enterprise's application falls under any of the following circumstances, the enterprise registration authorities shall not grant registration:
1. the enterprise is unable to provide the approval document or certificate issued by the examination and approval authorities for a project which requires pre-registration licensing;
2. the laws, administrative regulations or State Council decisions stipulate that the enterprise in a specific industry shall only undertake approved projects but the enterprise is applying for other projects; or
3. a project to be undertaken by the enterprise falls under projects prohibited by laws, administrative regulations or State Council decisions.

Article 14 Under any of the following circumstances, the enterprise shall stop operating the relevant project, and promptly complete change registration or deregistration formalities for business scope with the enterprise registration authorities:
1. a business project in its business scope which does not require pre-registration licensing previously is converted to a project which requires pre-registration licensing following a revision of laws, administrative regulations or State Council decisions, but the enterprise has not completed examination and approval formalities pursuant to the provisions to obtain the approval;
2. the laws, administrative regulations or State Council decisions stipulate that a project which requires pre-registration licensing in its business scope need to go through examination and approval formalities afresh, but the enterprise has not completed examination and approval formalities pursuant to the provisions to obtain the approval;
3. for a project which requires pre-registration licensing in its business scope, the business term approved by the examination and approval authorities has expired, but the enterprise has not completed examination and approval formalities pursuant to the provisions to obtain the approval; or
4. the permit or other approval document for a project which requires pre-registration licensing in its business scope is cancelled or revoked.

Article 15 Enterprises engaging in business activities without prior approval or registration shall be punished pursuant to the provisions of the relevant laws and regulations.

Article 16 The State Administration for Industry and Commerce shall be responsible for interpretation of these Provisions.

Article 17 These Provisions shall be implemented with effect from October 1, 2015. The Administrative Provisions on Registration of Business scope of Enterprises promulgated on June 14, 2004 via the Order of State Administration for Industry and Commerce No. 12 shall be repealed simultaneously.